Exhibit 10.19

                                DEALER AGREEMENT

                                     between

                              CONN APPLIANCES, INC.

                                       and

                         VOYAGER SERVICE PROGRAMS, INC.


This Dealer  Agreement  is entered  into  effective as of January 1, 1998 by and
between  Conn   Appliances,   Inc.,   Beaumont,   Texas,  a  Texas   corporation
(hereinafter,   "Dealer"),   and  Voyager  Service  Programs,  Inc.,  a  Florida
corporation (hereinafter "Voyager").

WHEREAS,  Dealer is engaged in the sale of certain merchandise  (hereafter,  the
"Covered  Merchandise")  to the general  public in the States of  Louisiana  and
Texas; and

WHEREAS,  Dealer  desires to offer,  sell,  and  administer  Voyager's  extended
service  agreements in the States of Texas and Louisiana in the form(s) attached
hereto as Exhibit A (such  agreements  as amended from time to time by agreement
of the parties being  referred to hereinafter  as the "Service  Contract(s)"  to
provide  repairs for the  protection of certain of Dealer's  merchandise,  which
repairs will be in addition to the warranty protection offered by or enforceable
against the manufacturer of such merchandise; and

WHEREAS, Voyager desires to make its Service Contracts available to customers of
Dealer and to  delegate  to Dealer  certain  administrative  and claims  service
responsibilities.

In consideration of the foregoing premises and the mutual promises and covenants
contained herein, the parties agree as follows:

1.   Scope of Agreement.
     -------------------
     1.1  Applicability.  This Agreement  shall cover all new Service  Contracts
sold by Dealer issued in connection with the sale of Covered  Merchandise  since
January 1, 1998 and during the term of this Agreement in the States of Louisiana
and Texas and those service  contracts  covered under the Release,  Transfer and
Indemnification  Agreement attached hereto as Exhibit "B."  Contemporaneous with
the  execution  hereof,  the parties  shall  execute the  Release,  Transfer and
Indemnification  Agreement or substantially similar agreement as attached hereto
as Exhibit B.
     1.2 Voyager Exclusive.  The parties agree that, effective as of the date of
this  Agreement,  Voyager  shall be Dealer's  exclusive  provider of the Service
Contracts  and  related  services  performed  by  Voyager  hereunder.  With  the
exception of renewal Service Contracts,  the parties acknowledge that Dealer has
marketed and administered  its own extended  service  agreements and which shall
hereafter  be  governed  by  this  Agreement  and  the  Release,   Transfer  and
Indemnification  Agreement.  Any renewals under any Service  Contract before the
effective date of this Agreement shall not be covered by this Agreement.

2.   Sale of Service Contracts.
     --------------------------
     2.1 Eligible  Merchandise.  Dealer and Voyager  shall  agree,  from time to
time, as to which types of merchandise sold by Dealer are eligible to be Covered
Merchandise of the type described in the Service Contract.
     2.2 Contract Prices.  Voyager shall provide Service  Contracts to Dealer at
the prices contained in Schedule A attached hereto ("Contract  Prices").  Dealer
shall,  from time to time,  establish the Contract  Prices to be charged for the
Service  Contracts  subject to Voyager's  approval  and shall advise  Voyager in
writing of such Contract  Prices.  Approval of the Contract  Prices shall not be
unreasonably withheld. Dealer shall comply with all Federal, Texas and Louisiana
laws and regulations applicable to the pricing of the Service Contracts.


                                       1

<PAGE>


3.   Duties of Dealer.
     -----------------
     3.1  General.  Dealer  shall (i) sell and issue the  Service  Contracts  to
purchasers;  (ii) handle all  inquiries  from  purchasers  of Service  Contracts
pertaining to the Service Contracts (each such original purchaser is a "Contract
Holder");  (iii)  discuss  all  requests  for  repairs  with  Contract  Holders,
determine to what extent repairs are necessary,  and advise Contract  Holders as
to the  procedure for obtaining  repairs or, if  necessary,  replacement  of the
Covered  Merchandise  (such  repair  or  replacement  is  hereinafter   "Covered
Repair/Replacement");  (iv)  arrange  for the  provision  of service to Contract
Holders  with  repair  facilities  (a  "Repair  Facility");  (v)  authorize  the
appropriate Repair Facility to perform the Covered Repair/Replacement;  (vi) pay
the Repair  Facility  (or Contract  Holder,  if  circumstances  warrant) for the
reasonable   cost   ("Service   Contract   Losses")  of  effecting  the  Covered
Repair/Replacement;  (vii) provide to Voyager monthly Service  Contract sale and
repair cost  summaries,  including  such data and  information  as is reasonably
necessary  for the parties to carry out the  transactions  contemplated  by this
Agreement;  and, (viii) perform such other services and duties as may reasonably
be required to offer,  sell,  and  administer  the  Service  Contracts  that are
subject to this Agreement.
     3.2  Materials.  Dealer shall submit all printed  contracts,  any marketing
materials  which  contain a reference  to Voyager or the Service  Contracts,  or
forms pertaining to the  transactions  contemplated by this Agreement to Voyager
for its approval prior to use. Such approval shall not be unreasonably withheld.
     3.3 Books: Accounts:  Records.  Dealer shall keep accurate books, accounts,
and  records  relating  to the  Service  Contracts  that  are  subject  to  this
Agreement,  including  but not  limited to,  names and address of each  Contract
Holder, and the dates,  amounts and description and model numbers of all Covered
Merchandise,  and  Service  Contract  Losses  which are  submitted.  Such books,
accounts,  and records  shall be  maintained  in  accordance  with  commercially
reasonable  standards  for a period  of at least  five  years  after the date of
termination  of this  Agreement.  Dealer  agrees that its books,  accounts,  and
records  pertaining to the Service  Contracts  may be audited twice  annually by
Voyager or an authorized  regulatory agency. Such audits shall be conducted upon
reasonable  notice to Dealer during  regular  business  hours.  All  information
obtained  by Voyager or its  affiliates  shall be subject to the  provisions  of
Paragraph 12.
     3.4 Compliance  with Laws.  Dealer  understands  that the offer,  sale, and
administration  of the Service  Contracts may require  Dealer to obtain  certain
governmental licenses, and Dealer represents and warrants that in the event such
material  licenses,  permits and governmental  approvals and  authorizations are
necessary to lawfully offer, sell, and administer the Service Contracts.  Dealer
shall comply with such regulations.  Dealer further  understands that applicable
laws impose  certain  limitations  on the Dealer's  ability to restrict  implied
warranties on  merchandise  covered by a Service  Contract.  Dealer shall comply
with all applicable Federal,  Texas and Louisiana laws and regulations  relating
to the offer,  sale, and  administration  of the Service  Contracts  which shall
include  without  limitation the Texas and Louisiana  Deceptive  Trade Practices
Acts and the Magnuson-Moss  Warranty Act and any applicable  Retail  Installment
Sales Act as well as other Federal,  Texas and Louisiana laws Dealer and Voyager
may advise the other party may be  applicable to the Service  Contracts  written
hereunder.
     3.5 Sales  Taxes.  In  connection  with the sale of the Service  Contracts,
Dealer  agrees  to  account,  remit,  process,  file and pay to the  appropriate
governmental  authorities,  pursuant to  applicable  law,  any  Federal,  Texas,
Louisiana or local sales tax assessable  with respect to the sale of the Service
Contracts.
     3.6  Representations.  In  connection  with offers and sales of the Service
Contracts, Dealer shall make no oral or written representation (i) pertaining to
the coverage  provided under a Service Contract that  misrepresents the scope of
the coverage  actually  provided  under the terms  thereof or (ii) to the effect
that the  decision of Dealer or the Repair  Facility is binding on the  Contract
Holder in any dispute concerning the Service Contract.
     3.7 Voyager  Funds.  Those  portions of Contract  Prices  received  for the
benefit of Voyager  shall be held by Dealer in a  fiduciary  capacity.  All such
Voyager  funds  shall be  promptly  remitted or credited to Voyager on a monthly
basis in the manner described in paragraph 5.5 below.
     3.8  Relationship.  Dealer's  relationship with Voyager shall be that of an
independent   contractor  authorized  to  sell  and  service  Voyager's  Service
Contracts and nothing herein shall be construed as creating an employer-employee
relationship between Voyager and officers, employees or agents of Dealer, or the
relationship of a partnership or joint venture.


                                       2

<PAGE>


     3.9 Complaints.  Dealer shall immediately  refer all lawsuits,  demands for
arbitration  and  regulatory  complaints to Voyager for handling,  together with
copies of all information in Dealer's files and a summary of the Dealer activity
regarding the litigated or disputed  matter.  Voyager agrees to promptly  notify
Dealer of all consumer and insurance  department  complaints  received regarding
the Service Contracts subject to this Agreement.  Dealer shall maintain a log of
all written  complaints,  which shall be available  for  inspection  by Voyager.
Dealer and Voyager  shall  cooperate in such  matters so as to allow  resolution
thereof to the benefit of both parties.
     3.10 Liability Insurance. At the option of Voyager, Dealer agrees to obtain
and maintain,  at its sole expense,  blanket fidelity,  and errors and omissions
insurance,  insuring Dealer's responsibilities hereunder. Voyager shall be named
an additional insured on such insurance  coverages and evidence thereof shall be
furnished to Voyager and in the event the addition of Voyager as a named insured
to any such  insurance  policy  increases  the  cost or fee for such  insurance,
Voyager shall bear the increased  cost  attributable  to its addition as a named
insured.
     3.11 Dealer  Administrative  Compensation.  Dealer's  compensation  for the
administrative  services  performed by it under this Agreement shall be included
in the cost of the Service  Contracts  issued to  Contract  Holders and shall be
five percent (5%) of the Contract Prices as defined herein. Dealer is authorized
to deduct said fee  reimbursements as stated in Paragraph 5.4. Voyager shall pay
Dealer  interest on any  reserves  held for the Service  Contracts at the annual
statement interest rate for Voyager Property & Casualty Insurance Company,  on a
quarterly  basis,  at the time an Experience  Refund is paid or would be payable
pursuant to Paragraph  5.5.  Except as provided in paragraph 5.5 below,  Voyager
shall not be responsible for any other remuneration to Dealer. Any liability for
any Service Contracts  transferred pursuant to Exhibit B shall not be subject to
this paragraph.

4.   Duties of Voyager.
     ------------------
     4.1 Dealer Assistance.  Upon Dealer's reasonable request from time to time,
Voyager agrees to consult with Dealer and provide advice relating to procedural,
legal  and other  matters  relevant  to the  conduct  of the  offer,  sale,  and
administration of the Service Contracts. Except as provided in this Paragraph 4,
Voyager shall have no duties with respect to the Service Contracts.
     4.2 Forms.  Voyager  shall  furnish to Dealer  sample copies of all Service
Contracts  which are authorized for sale by the Dealer,  together with necessary
procedure manuals,  reporting forms and claim forms. Upon ninety days (90) prior
written notice to Dealer, Voyager may, at its sole discretion, amend any Service
Contract or withdraw any Service  Contract  from the market,  but Voyager  shall
provide a replacement  Service Contract acceptable to Dealer in the event of any
withdrawal at or before the date of its written notice to Dealer.
     4.3 Contract Liability Policy. Voyager shall secure a Contractual Liability
Insurance  Policy  covering the resulting  liability from the Service  Contracts
issued  hereunder from Voyager Property & Casualty  Insurance  Company (VP&C), a
company authorized to issue such coverage,  which, as of the effective date, has
an A.M. Best rating of A-. In the event VP&C's A.M. Best rating falls below a B+
rating,  Voyager  shall  immediately  replace  the  VP&C  Contractual  Liability
Insurance Policy with such a policy issued by another  insurance company with an
A.M. Best rating of B+ or higher. Both the VP&C Contractual  Liability Insurance
Policy and any required replacement policy shall be substantially similar to the
policy  attached  hereto as Exhibit  "C." Such  policy  shall  cover all Service
Contracts described in Paragraph 1.1 of this Agreement.  The termination of this
agreement  shall not terminate  the coverage  under the policy,  which  coverage
shall continue until the Service Contract's expiration.

5.   Fees: Reimbursement; Refunds.
     -----------------------------
     5.1 Voyager Fees. "Voyager Fee," as that phrase is used herein,  shall mean
that amount equal to forty  percent  (40%) of the Contract  Prices (net of sales
tax collected) of the Service Contracts sold by Dealer or delivered by Dealer in
connection with the sale of Covered Merchandise any renewals thereof.
     5.2 Claims  Reimbursement.  Dealer  shall  prepare  and submit to Voyager a
monthly  invoice  summarizing all claims and  claims-related  expenses under the
Service Contracts  adjusted and paid during the previous month.  "Claims-related
expenses" are defined as direct costs incurred in  investigating  and paying the
Service  Contract  Losses.  Within  twenty  (20) days of the end of the month in
which any invoice is submitted,  Voyager shall reimburse  Dealer for any Service
Contract Losses incurred by Dealer during the relevant  period,  upon submission
to Voyager of Dealer's summary of Service Contract Losses.


                                       3

<PAGE>


     5.3 Contract Holder Refunds.  If any Service Contract is cancelled,  Dealer
shall pay the  Contract  Holder  the  appropriate  refund  owed to such  Holder.
Voyager shall credit to Dealer the unearned  pro-rata portion of the Voyager Fee
paid by Dealer to Voyager  with  respect  to each  Service  Contract  cancelled.
Dealer shall be authorized to deduct the amounts  credited due to  cancellations
from the amount due under  Paragraph  5.1 hereof,  in order to determine the net
Voyager Fee due for the relevant month.
     5.4  Payments  to  Voyager.  Within  twenty (20) days after the end of each
month while this  Agreement  is in effect,  Dealer shall send to Voyager the net
amount due (Voyager Fees described in Paragraph 5.1 less Dealer  compensation as
provided in Paragraph  3.11,  less the credit for  cancellations  referenced  in
Paragraph  5.3)  attributable  to all  Service  Contracts  sold  or  renewed  in
connection with the sale of Covered Merchandise during the preceding month.
     5.5 Experience  Refund.  Voyager shall prepare an Experience Refund (herein
so called)  computation for each relevant  Calculation Period in accordance with
the steps set forth on Exhibit D attached hereto. For purposes of the Experience
Refund  Computation  under  Exhibit B, the  amount  transferred  to Voyager  for
Service Contracts pursuant to Exhibit B shall be considered  "Voyager Fees," but
in the  computation to be made under Exhibit D, no subtraction for premium taxes
nor Dealer  Administrative  Compensation  shall be made,  charged or paid on the
transferred  amounts. The first "Calculation Period" hereunder shall end on June
30, 1998,  and  subsequent  Calculation  Periods  shall consist of each calendar
quarter following the initial Calculation Period. If such calculations result in
a negative  amount (i.e., a deficit),  then no Experience  Refund shall be paid.
The amount of such deficit shall be carried  forward to  subsequent  Calculation
Periods and offset  against  the  Experience  Refunds  that would  otherwise  be
payable for such  Periods,  until such negative  amount is completely  offset or
paid.  If such  calculations  result in a positive  amount,  then Voyager  shall
within thirty (30) days after the end of a Calculation  Period remit such amount
to Dealer as an Experience Refund.
     5.6 Following termination of this Agreement in accordance with Paragraph 7,
other than as provided under Paragraph  7.2(a),  (b), (c), (d), or (e),  Voyager
shall  continue to calculate an Experience  Refund at the end of each  quarterly
period. If such calculations  result in a positive amount,  Voyager shall within
30 days after the end of the Calculation  Period remit such amount to Dealer. If
such calculations result in a deficit,  such deficit shall be carried forward to
subsequent  Calculation  Periods and offset in the same manner as  described  in
Paragraph 5.5, except that if positive amounts have been paid after termination,
Dealer shall be required to repay Voyager such  positive  amount(s) to reimburse
Voyager for such deficit.
     5.7  Within  60 days  after  Dealer  has  certified  to  Voyager  that  all
liabilities  under all Service Contracts covered by this Agreement have expired,
Voyager shall  calculate a final  Experience  Refund,  using the same  procedure
described in Paragraph 5.5, 5.6 and Exhibit D.
     5.8 In the event this Agreement is terminated pursuant to Paragraph 7.2(a),
(b), (c), or (d), or (e), no further Experience Refund will be payable hereunder
until all liability for the Service  Contracts  written under this Agreement has
expired.  Without  waiving  the  foregoing,  in the event  Voyager,  at its sole
discretion,  subject to Paragraph 11 herein, determines that its actual damages,
costs,  expenses and  attorney's  fees resulting from such events of termination
are satisfied and  reimbursed  in their  entirety,  such amounts that would have
been  payable as an  Experience  Refund shall be  calculated  and paid to Dealer
pursuant to Paragraph  5.6  contained  herein and Voyager shall pay any positive
amounts under such calculation in excess of any amounts necessary to satisfy and
reimburse such actual damages, costs, expenses and attorney's fees.

6.   Term.  The  term of this  Agreement  shall  continue  until  terminated  as
permitted in Paragraph 7.

7.   Termination.
     ------------
     7.1  Termination  Without Cause.  Either party may terminate this Agreement
upon one hundred  twenty  (120) days prior  written  notice to the other  party;
provided, that such party is not then in material breach of this Agreement. This
Agreement  shall also  terminate  on any date that is  mutually  agreed  upon in
writing by the parties.
     7.2  Termination  With Cause by  Voyager.  Subject  to the cure  provisions
contained  herein,  Voyager may immediately  terminate this agreement by written
notice to Dealer in the event of (a) Dealer's  violation of any  applicable  law
relating to the offer,  sale, or administration of the Service Contracts and the
violation  continues  for fifteen (15) days after Dealer has received  notice of
the violation;  (b) material breach of this Agreement by Voyager, which material
breach  continues for 30 days after  Voyager has received  notice of the breach;
(c) gross neglect of duty, fraud, misappropriation, or embezzlement by Dealer or
its  affiliates  of funds owed to Voyager  or any of its  affiliates  under this


                                       4

<PAGE>


Agreement  or any other  agreement  with  Dealer or any of its  affiliates;  (d)
Dealer  or any of its  affiliates  shall  become  the  subject  of any  order or
injunction of any court or  governmental  body  relating to the offer,  sale, or
administration  of the Service  Contracts  and such order or  injunction  is not
dismissed  within  thirty  (30)  days;  or (e)  Dealer's  voluntary  bankruptcy,
insolvency  or  assignment  for the benefit of  creditors.  For purposes of this
Agreement, an "affiliate" of Voyager is defined as any company or entity that is
a member  company of American  Bankers  Insurance  Group and an "affiliate" of a
Dealer shall mean any subsidiary, parent or successor corporation of the Dealer.
     7.3  Termination  With  Cause by  Dealer.  Subject  to the cure  provisions
contained  herein,  Dealer may  immediately  terminate this agreement by written
notice to  Voyager  in the event of (a)  material  breach of this  Agreement  by
Voyager,  which material breach continues for 30 days after Voyager has received
notice of the breach;  (b) gross neglect of duty,  fraud,  misappropriation,  or
embezzlement by Voyager of funds owed Dealer under this  Agreement;  (c) Voyager
or its  Affiliates  becoming the subject of any order or injunction of any court
or  governmental  body  relating  to the sale or  administration  of the Service
Contracts and such order or injunction is not dismissed within thirty (30) days;
or (d) Voyager's insolvency.
     7.4 Right to Cure. Both parties shall have the right to cure any event that
would  provide  either party the right to  terminate  this  Agreement  for cause
within  thirty (30) days after written  notice is received of the  occurrence of
such event unless a shorter  period of time to cure such  occurrence is provided
by this  Agreement.  Such  notice  shall  include a  specific  reference  to the
provision  or  provisions  of this  Agreement  which  are  alleged  to have been
breached,  a description of the event giving rise to the alleged violation,  and
the action to be taken by the party  alleged  to have  violated  the  Agreement.
During the cure period,  neither party shall terminate the Agreement.  Paragraph
7.2(c) and  Paragraph  7.3(b) are hereby  expressly  excluded from this right to
cure.

8.   Offset. The parties hereto agree that either party may offset, at any time,
any amounts  alleged to be due from the other  party  against any amounts due to
the other.  Written  notice of the offset and the basis for the offset  shall be
given to the other party by the party  claiming  the right of offset.  If either
party is determined to have  wrongfully  asserted a right of offset,  that party
shall be liable to the other party for the other party's  reasonable  attorney's
fees,  costs,  expenses  incurred in challenging  the offset and interest on the
offset  funds at a rate of six  percent  (6%) per annum  from the date the funds
were initially due.

9.   Indemnity.
     ----------

     9.1 By Dealer. Dealer hereby agrees to indemnify, defend, and hold harmless
Voyager,  any affiliate of Voyager,  and their respective  directors,  officers,
employees,  agents,  successors,  and assigns  (collectively,  the  "indemnified
parties" and  individually an "indemnified  party") from and against (i) any and
all  losses,  liabilities,  costs,  and damages (or actions or claims in respect
thereof) that any indemnified  party may suffer or incur insofar as such losses,
liabilities,  costs, or damages (or actions or claims in respect  thereof) arise
out of or are based  upon any claim  arising  out of or  relating  in any manner
whatsoever to (a) the transactions of Dealer contemplated by this Agreement (but
specifically  excluding  items  for  which  Dealer  is being  indemnified  under
Subparagraph  9.2 and the  contractual  liabilities  payable under the terms and
conditions of the Service Contracts)  including without  limitation,  the offer,
sale,  or  administration  of the Service  Contracts by Dealer or its agents and
employees, claims based upon misrepresentations or fraud by Dealer or its agents
and employees in connection with the offer or sale of the Service Contracts, the
violation  of  any  law,  statute,   regulation,  or  order  applicable  to  the
transactions  contemplated  by  this  Agreement  by  Dealer  or its  agents  and
employees, or claims of Contract Holders relating to repairs performed by Dealer
or its agents  and  employees  pursuant  to  Service  Contracts,  (b) any act or
omission of Dealer or the breach by Dealer of any covenant,  representation,  or
warranty of Dealer in this Agreement,  or (c) claims of any taxing authority for
taxes  owing or  alleged to be owing  with  respect  to the sale of the  Service
Contracts by Dealer,  including  income taxes payable  thereon,  by Dealer other
than  premium  taxes  that are the  responsibility  of and  customarily  paid by
insurance  companies,  and (ii) any and all reasonable  legal and other expenses
incurred by any indemnified party in connection with  investigating,  defending,
or prosecuting any of the matters referred to in clause (i) above (or actions or
claims in respect thereof) that result in any loss,  liability,  cost, or damage
to the indemnified party.
     9.2 By  Voyager.  Voyager  hereby  agrees to  indemnify,  defend,  and hold
harmless  Dealer,  any  affiliate  of Dealer,  and their  respective  directors,
officers,   employees,  agents,  successors,  and  assigns  (collectively,   the
"indemnified  parties" and individually an "indemnified party") from and against
(i) any and all losses, liabilities, costs, and damages (or actions or claims in
respect thereof) that any indemnified party may suffer or incur, insofar as such
losses, liabilities, costs, or damages (or actions or claims in respect thereof)
arise  out of or are based  upon any claim  arising  out of or  relating  in any


                                       5

<PAGE>


manner whatsoever to the breach by Voyager of any covenant,  representation,  or
warranty  of Voyager in this  Agreement;  the  obligation  of Voyager  under the
Service  Contracts;  claims of any taxing authority for taxes owed or alleged to
be owed by Voyager with respect to the sale of Service Contracts or the purchase
of the contractual  liability policy;  and (ii) any and all reasonable legal and
other  expenses   incurred  by  any   indemnified   party  in  connection   with
investigating,  defending,  or  prosecuting  any of the  matters  referred to in
clause (i) above (or  actions or claims in respect  thereof)  that result in any
loss,  liability,  cost,  or  damage to the  indemnified  party.
10.  Effect of Termination.  If this Agreement is terminated by Voyager pursuant
to Paragraph 7.2, then Voyager, in its sole discretion,  may elect to either (a)
permit  Dealer  to  continue  to  perform  the  administrative  duties of Dealer
specified in Paragraph 3 during the run-off of the Service  Contracts  that have
not yet expired (the "Unexpired Service Contracts"), or (b) have Voyager, one of
its  affiliates,  or a third party  assume the  administrative  duties of Dealer
under Paragraph 3 with respect to the Unexpired Service Contracts.  If Dealer is
removed  as the  administrator,  then  Dealer  agrees  to  pay to the  successor
administrator,  whether it be  Voyager,  an  affiliate,  or a third  party,  the
unearned  Dealer  Administrative  Compensation  computed by the pro-rata  method
based on the terms of the actual unexpired Service  Contracts.  Dealer agrees to
provide to Voyager or its designee such data  regarding  the Service  Contracts,
and such other  information  as  Voyager  may  reasonably  require to enable the
successor  administrator to service the business hereunder. If this Agreement is
terminated  by Dealer  pursuant  to  Paragraph  7.1 or 7.3,  then Dealer may, in
Dealer's sole discretion,  continue to perform the duties specified in Paragraph
3 during  run-off.  Whether this  Agreement is  terminated by Dealer or Voyager,
Dealer may, at Dealer's sole  discretion,  continue to act as a Repair  Facility
under any  applicable  Repair  Facility  Agreement  until the  expiration of the
Service Contracts written hereunder unless Dealer materially breaches the Repair
Facilities  Agreement or unless this Agreement has been  terminated  pursuant to
Paragraph 7.2(c).

     If this Agreement is terminated pursuant to Paragraph 7.1 or 7.3 by Dealer,
Voyager agrees,  upon termination of this Agreement and upon Dealer's  election,
to transfer the unearned Voyager Fee less the Dealer Administrative Compensation
to any administrator authorized by Dealer and, if applicable,  by law to receive
such fee in the state in which the administrator is domiciled.  In the event the
Agreement is terminated  pursuant to Paragraph 7.1 and Dealer elects to transfer
the unearned Voyager Fee to a substitute  administrator,  such transfer shall be
of the unearned Voyager Fee less the Dealer Administrative Compensation and less
Voyager's  retention  as defined in Exhibit D  attached  hereto.  Upon  Dealer's
election,  all liability for subsequent claims, refunds or any other obligations
regardless of effective or incurred date,  shall be transferred  from Voyager to
an approved  assuming insurer on the effective date of such assumption.  In such
event,  Voyager and its affiliates  shall be indemnified  and held harmless from
any  further  liability  under  this  Agreement  or  the  Contractual  Liability
Insurance Policy.
11.  Arbitration.  Unless  otherwise  agreed  to  by  Dealer  and  Voyager,  any
controversy  or claim  arising out of or relating to this  Agreement,  or breach
hereof, shall be submitted to arbitration in Beaumont,  Texas in accordance with
the  Commercial  Arbitration  Rules  of the  American  Arbitration  Association.
Voyager and Dealer shall each appoint one arbitrator within fifteen (15) days of
the other party's request,  and the two arbitrators so appointed shall appoint a
third  arbitrator.  If either party refuses or neglects to appoint an arbitrator
within  thirty (30) days after the other  party's  request in writing,  then the
other party may appoint two  arbitrators who shall appoint the third. If the two
arbitrators fail to agree upon the selection of a third arbitrator within thirty
(30) days of their appointment,  the third arbitrator shall be selected pursuant
to the American Arbitration  Association rules. None of the arbitrators shall be
an employee,  officer,  or director of either  Voyager or Dealer or any of their
affiliates.  The  decision  rendered  by the  arbitrator(s)  shall  be  binding.
Judgment upon the decision of the arbitrators may be entered in any court having
jurisdiction  thereof.  Each party shall pay the expenses incurred by it and the
one arbitrator selected by or for it, and shall equally bear the expenses of the
American Arbitration Association and the third arbitrator.
12.  Confidentiality.   All  communications   from  Voyager  to  Dealer  or  any
affiliate,  or  from  Dealer  to  Voyager  or any  affiliate,  pursuant  to this
Agreement and all information and other material  supplied to or obtained by the
other party or affiliate under this Agreement (the "Protected  Information") is,
by its nature, confidential,  proprietary, material, or important information of
the  applicable  party  or  affiliate  and is  intended  to be  exclusively  the
knowledge of Voyager,  Dealer,  or their respective  affiliates,  as applicable,
alone.  From and after the date hereof,  Voyager,  Dealer,  and their respective
affiliates, as applicable,  shall not, directly or indirectly, in any individual
or representative  capacity,  reveal,  divulge,  disclose, or communicate in any
manner  whatsoever  to any  individual  or entity  (other than their  respective


                                       6

<PAGE>


officers,  directors,  employees,  or  consultants  who have a need to know) any
Protected  Information  of the other  party or any  affiliate,  except as may be
required  by  law  or  in  response  to a  subpoena  issued  by a  court  having
jurisdiction in the matter, or use any Protected  Information of the other party
or any affiliate  for its benefit or the benefit of any third  person.  The term
"Protected  Information"  includes  any  information  of any  kind,  nature,  or
description  concerning  any matter  affecting or relating to the  businesses of
Voyager  or  any of its  affiliates  or  Dealer  or  any of its  affiliates,  as
applicable,  including without limitation, (i) names of any customers,  clients,
accounts,  agents,  or  personnel,  (ii)  financial  affairs,  (iii)  manner  of
operation, (iv) strategies, advertising or marketing plans or plans of any other
nature,  (v) information  contained in any data bases,  (vi) software  programs,
(vii)  trade  secrets,  (viii)  confidential  information,  or (ix)  methods  of
distribution.  Without regard to whether any of the foregoing would be deemed to
be material or important  under  applicable  law, Dealer and Voyager each agrees
that the same are material and  important  and  materially  affect the effective
conduct  of the  business  of  Voyager  and its  affiliates  and  Dealer and its
affiliates, as applicable.
13.  Notices.  Any notice or communication  pertaining to this Agreement must be
in writing and given by depositing the same in the United States mail, addressed
to the party to be notified,  postage  prepaid and  registered or certified with
return receipt  requested,  by prepaid overnight  courier,  or by delivering the
same in person.  Such notice shall be deemed received on the date on which it is
hand-delivered  or, if mailed,  on the earlier of the date actually  received or
(whether or not received) on the fifth  business day following the date on which
it is so mailed. For purposes of notice, the addresses of the parties shall be:

      If to Voyager:    Voyager Service Programs, Inc.
                        110 W. 7th Street
                        Fort Worth, Texas 76102
                        Attn: Tom McCraw, First Senior Vice President
      If to Dealer:     Conn Appliances, Inc.
                        2755 Liberty
                        Beaumont, Texas 77704
                        Attn: Thomas Frank, Chairman and Chief Executive Officer

Any party may change its address for notice by written notice given to the other
parties in the manner prescribed in this Paragraph.

14.  Survival.  The  provisions of this Agreement  shall survive  termination of
this Agreement for a period of four (4) years after all liabilities expire under
all Service Contracts covered by this Agreement.

15.  General.
     --------
     15.1 Entire  Contract.  This  Agreement  and the Exhibits  attached  hereto
supersede all prior agreements and understandings relating to the subject matter
hereof.  This  Agreement  (including  the Exhibits  attached  hereto) may not be
amended other than by written agreement of the parties.
     15.2 Choice of Laws.  This Agreement and the rights and  obligations of the
parties hereto shall be governed, construed, and enforced in accordance with the
laws of the State of Texas (excluding its conflict of laws rules).
     15.3  Non-Assignment.  This  Agreement  may not be  assigned  by  Dealer or
Voyager.  Any  attempted  assignment  in  violation of this  provision  shall be
ineffective for all purposes.
     15.4  Severability.  If any  provision  of  this  Agreement  is  held to be
illegal, invalid, or unenforceable under present or future laws effective during
the term hereof,  such provision shall be fully severable;  this Agreement shall
be  construed  and  enforced  as if  such  illegal,  invalid,  or  unenforceable
provision  had never  comprised a part  hereof;  and, the  remaining  provisions
hereof  shall  remain in full force and effect and shall not be  affected by the
illegal,  invalid, or unenforceable  provision or by its severance herefrom.  In
lieu of such illegal, invalid, or unenforceable provision,  there shall be added
automatically  as a part hereof a provision as similar in terms to such illegal,
invalid, or unenforceable  provision as may be possible and be legal, valid, and
enforceable.
     15.5 Captions. The titles appearing before each provision of this Agreement
are for  informational  purposes  only and  shall not be  construed  to limit or
modify such provisions.


                                       7

<PAGE>


     EXECUTED by the  respective  officers of the parties by  authority of their
respective Boards of Directors, on the dates set forth below, to be effective as
of the date first set forth above.

                                  VOYAGER SERVICE PROGRAMS, INC.

                                  By:   /s/ Mark Cooper
                                      ------------------------------------------
                                  Its:  Authorized Representative
                                      ------------------------------------------
                                  Date: 7-16-1998
                                      ------------------------------------------

                                  CONN APPLIANCES, INC.

                                  By:   /s/ Thomas J. Frank
                                      ------------------------------------------
                                  Its:  Chief Executive Officer
                                      ------------------------------------------
                                  Date: 7-16-1998
                                      ------------------------------------------

In  consideration  of the mutual promises and covenants  contained in the Dealer
Agreement,   American  Bankers  Insurance  Company  hereby  guarantees  to  Conn
Appliances,  Inc.,  jointly and severally  with its affiliate,  Voyager  Service
Programs,  Inc.  ("Voyager"),  the  performance  by Voyager of all of  Voyager's
obligations  contained in the Dealer Agreement and any and all future amendments
thereto.


                                  AMERICAN BANKERS INSURANCE COMPANY

                                  By:   /s/ Mark Cooper
                                      ------------------------------------------
                                  Its:  Authorized Representative
                                      ------------------------------------------
                                  Date: 7-16-1998
                                      ------------------------------------------


                                       8

<PAGE>


                                    EXHIBIT A



Issued By:     Voyager  Service  Programs,  Inc.  ("Voyager"),  a subsidiary  of
               American Bankers Insurance Group


                                SERVICE AGREEMENT

     In  consideration  of the  amount  paid on this  invoice  for this  Service
Agreement ("Agreement"),  and except as hereinafter provided,  Voyager will make
all  necessary  repairs and  replacement  of parts for the  appliance or product
identified on this invoice at the owner's address as identified on the invoice.

                              TERMS AND CONDITIONS

     (1)  Service shall be rendered  during normal  working hours and within the
          territory  normally serviced by Voyager retained and qualified service
          administrators.

     (2)  This  Agreement  excludes  (a) damages  caused by spillage of liquids,
          insect  infestations  or by other  improper  or  negligent  use of the
          products; (b) damages caused by corrosion or rust; (c) theft or damage
          caused by flood, fire,  hurricane,  tornado, or all other acts of God;
          (d)  consumable  items  such  as  knobs,  cabinetry,  trim,  antennas,
          software, disks, needles,  cartridges,  glass, bulbs, batteries, etc.;
          (e) commercial use of the product; (f) routine cleaning of appliances,
          such as air  conditioners;  (g)  Special,  consequential  or  indirect
          damages,  whether by  contract,  tort,  or  negligence;  (h) repair or
          replacement covered by the manufacturer's  warranty; (i) verified food
          loss damages in excess of $150 on refrigerators  and $250 on freezers;
          or (j) damages/repairs covered by owner's other insurance coverages.

     (3)  This  Agreement  may  be  canceled  by  Voyager  for  fraud,  material
          misrepresentation,  or if any  payment  is not made when due.  Voyager
          shall calculate a prorata  refund,  less amounts paid for repairs made
          on owner's behalf.

     (4)  Owner has the right to  request in writing  the  cancellation  of this
          Agreement.  Upon  cancellation,  owner  will  receive  a refund of the
          unearned  prorata portion of eighty percent (80%) of the price of this
          Service Agreement, less amounts paid for repairs.

     (5)  This Agreement is subject to review by seller before being  considered
          for renewal.

     (6)  Voyager's limit of liability is the replacement value of the product.

          a.   Should  Voyager  be  unable  to  repair  a  product  due to  part
               unavailability,  or other  circumstances,  Voyager may choose, at
               its option,  to either replace it with a product of like value, a
               refurbished  product,  or credit monies towards the purchase of a
               new product.

          b.   If a product is replaced under the terms of this  Agreement,  the
               customer may purchase a new Agreement at new product pricing.

     (7)  This   Agreement   is   transferable   upon  Voyager  or  its  service
          administrator receiving a written request from the original owner.

          This  instrument sets forth the entire  agreement  between the parties
     and no  representation,  promise or condition  not  contained  herein shall
     modify its terms.  If services are  required  that are not included in this
     Service Agreement, they will be provided at regular repair rates.

          Voyager has retained Conn Appliances,  Inc.  ("Conn's") as its service
     administrator.  Conn's provides customer  assistance at these locations and
     telephone number:

<TABLE>
<CAPTION>

     Area                               Service Center Address                    Telephone

<S>                                     <C>                      <C>              <C>
     Orange-Port Arthur-Bridge City     2686 Laurel              Beaumont TX      409.735.7166
     Beaumont                           2686 Laurel              Beaumont TX      409.832.9938
     Lake Charles                       2678 Laurel              Beaumont TX      800.634.7118
     Houston Area                       635 Blue Bell            Houston TX       281.591.6611
     Houston                            635 Blue Bell            Houston TX       713.xxx.xxxx
     San Antonio                        1974 S. Alamo            San Antonio TX   210.354.1000
     Lafayette                          2910 Johnston St.        Lafayette LA     318.233.8427

</TABLE>


<PAGE>


                                    EXHIBIT B

                 RELEASE, TRANSFER AND INDEMNIFICATION AGREEMENT


     This Release,  Transfer and Indemnification Agreement is effective this 1st
day of  January,  1998 by  Conn  Appliances,  Inc.,  ("Conn"),  Voyager  Service
Programs,  Inc., ("Voyager") and Voyager Property and Casualty Insurance Company
("VPC").

                                   WITNESSETH:

     WHEREAS,  Voyager Property and Casualty Insurance Company issued to Conn, a
Service  Contract   Reimbursement  Policy  ("Policy"),   indemnifying  Conn  for
contractual  liabilities  incurred  under  Conn's  Service  Contracts  with  its
customers  administered by Conn (collectively referred to with Voyager's service
agreements as the "Service Contacts"): and

     WHEREAS,  the  parties  have  previously  entered  into  a  certain  Dealer
Agreement  for the sale of Voyager  Service  Contracts  and a Deposit  Agreement
dated  October  19,  1992,  and  all  amendments   and   modifications   thereto
(collectively  Agreement #1), by and among Conn, Voyager,  VPC, American Bankers
Insurance Company and Chase Bank of Texas National  Association  (formerly known
as Texas  Commerce Bank - Beaumont  National  Association)  which  established a
certain related trust account, (hereinafter, the "Trust Account").

     WHEREAS, effective January 1, 1998, Conn and Voyager entered into a certain
new Dealer Agreement  (Agremeent #2),  whereby Voyager issues Voyager's  Service
Contracts to customers of Conn; and

     WHEREAS,  pursuant to the terms and  conditions  of  Agreement  #2 and this
Agreement,  Voyager  agrees  to assume  liability  for and  administer  existing
Service Contracts and to issue new Service Contracts, and to release,  indemnify
and hold Conn and VPC  harmless  from any further  obligations  and  liabilities
under the  Deposit  Agreement,  the Policy  and the  previously  issued  Service
Contracts; and

     WHEREAS  Conn  desires  to  release,  indemnify  and hold  Voyager  and VPC
harmless from any obligation under Agreement #1 and Policy.

     NOW,  THEREFORE,  in  consideration of the mutual  consideration  contained
herein, the receipt and sufficiency thereof being duly acknowledged, the parties
agree as follows:

     (1)  Voyager hereby assumes the  liabilities  under the Service  Contracts,
except for any renewals  thereof  issued by Conn prior to the effective  date of
Agreement #2. The duties and  obligations of the parties  regarding such Service
Contracts  are  hereby and  hereinafter  subject  to the terms of  Agreement  #2
between Conn and Voyager dated January 1, 1998.

     (2)  In  consideration  of the  assumption  of such  liability  and duty of
administration,  the parties to this  Agreement do hereby agree to terminate the
Deposit  Agreement  and  disburse  the Trust  Account  balance  in the amount of
$4,900,000 to Conn and the remainder to Voyager. The balance remitted to Voyager
shall be consider Voyager Fees and included in the calculation of the Experience
Refund under Agreement #2.

     (3)  Each party shall  indemnify and hold the other party harmless from any
and all loss,  penalties or costs  incurred by it when it is made a party to any
regulatory action, lawsuit or threat of either because of any act or omission of
the other  party  resulting  from or  growing  out of  unauthorized,  negligent,
fraudulent,  or  unfaithful  acts or omissions by the other party in  connection
with  Agreement  #1 or Policy.  Costs  shall  include,  but are not  limited to,
attorney's fees, court costs,  expenses,  settlement costs, fines, judgments and
all damage awards whether actual, compensatory, punitive or otherwise.

     (4)  The  parties  further  warranty  that,  by  virtue of  payment  of the
foregoing  consideration,  neither party nor any of their successors and assigns
shall have any claim or right  against  the other or under or  pursuant  to said
Policy and Agreement #1 after the  effective  date of agreement #2 and expressly
agrees  that the said  Deposit  Agreement  and  Policy is  terminated  as of the
effective  date of this agreement and there is no liability for any claims on or
after the date of this  agreement  other  than  those as  specified  herein  and
occurring after the effective date of Agreement #2.

     (5)  The  parties  acknowledge  that  they have  read and  understand  this
Release,  Transfer  and  Indemnification  Agreement;  that  they  have  received
independent  legal  advise  from  their  attorney  in regard to its  rights  and
obligations  regarding the matters released and parties indemnified herein; that
this Release, Transfer and Indemnification Agreement shall not be subject to any
claim of mistake of fact and that the  consideration  received  with  respect to
this  Release,   Transfer  and   Indemnification   Agreement   constitutes  full
satisfaction of all obligations and liabilities.

     (6)  The Parties understand that this Release, Transfer and Indemnification
Agreement  shall be interpreted  and governed by the laws of the State of Texas,
that it shall  inure to the benefit of and be binding  upon Conn,  VPC and their
successors and assigns.


<PAGE>


     (7)  The parties represent that this Release,  Transfer and Indemnification
Agreement  does  not  violate  articles  of  incorporation,   by-laws  or  other
applicable regulations or resolutions,  and that it has taken any and all action
as may be required to have the officers executing this instrument  authorized to
execute it on behalf of the corporation.

     IN WITNESS WHEREOF,  the Parties have executed duplicate  originals of this
Release,  Transfer  and  Indemnification  Agreement  and affixed its  respective
corporate seal as of the date stated below.

                        VOYAGER PROPERTY AND CASUALTY INSURANCE COMPANY

                        By:
                        -------------------------------------------------------
                        Its:
                        -------------------------------------------------------
                        -------------------------------------------------------
                        Date:
                        -------------------------------------------------------


                        VOYAGER SERVICE PROGRAMS, INC.
                        By:
                        -------------------------------------------------------
                        Its:
                        -------------------------------------------------------
                        -------------------------------------------------------
                        Date:
                        -------------------------------------------------------


                        CONN APPLIANCES, INC.

                        By:
                        -------------------------------------------------------
                        Its:
                        -------------------------------------------------------
                        -------------------------------------------------------
                        Date:
                        -------------------------------------------------------


<PAGE>


                                    EXHIBIT C


Service  Contract  Reimbursement  Insurance  Policy  issued to  Voyager  Service
Programs, Inc. by Voyager Property & Casualty Insurance Company effective April,
1, 1995 and Service Contract Reimbursement  Insurance Policy issued from Voyager
Guaranty  Insurance Company to Voyager Service Programs,  Inc. effective January
1, 1991  until  April 1, 1995 and  reinsured  from  Voyager  Guaranty  Insurance
Company  to  Voyager  Property  &  Casualty  Insurance  Company  by  Reinsurance
Agreement  effective January 1, 1993, Conn Appliances,  Inc. being an additional
named  insured  under both policies and the agreement by signature of authorized
representative  below. Both policies are further amended and endorsed to provide
coverage  for  verified  food loss  damages  in excess of $150 on  refrigerators
and$250 on freezers.


  /s/ Mark Cooper
-------------------------------------
Authorized Representative


<PAGE>


                                    EXHIBIT D

This Exhibit D attached to that certain Dealer  Agreement by and between Voyager
Service Programs, Inc. and Conn Appliances, Inc., effective January 1, 1998.


                          EXPERIENCE REFUND COMPUTATION

Step 1. In accordance with Paragraph 5.5,  Voyager shall calculate an Experience
Refund which shall be on a cumulative inception to date basis as follows:

     (a)  From the net written Voyager Fees, the unearned Voyager Fees as of the
end of the applicable Calculation Period shall be subtracted.  The amount of the
"unearned Voyager Fees" shall be calculated using the pro rata method,  over the
term of the individual  Service  Contracts  beginning from the date of sale. The
resulting number is the earned Voyager Fees.

     (b)  From the earned Voyager Fees, the premium taxes,  Voyager's  retention
of 10% and the Dealer  Administrative  Compensation  associated  with the earned
Voyager Fees shall be subtracted.  Provided, however, no premium taxes or Dealer
Administrative  Compensation  on the funds  transferred to Voyager  pursuant tot
Exhibit B shall be subtracted  from the earned  Voyager Fees for the purposes of
computing the Experience Refund.

     (c)  From the amount  calculated in (b), the paid Service  Contract Losses,
claims-related expenses and ending claims reserves shall be subtracted.

Step. 2. From the sum determined  under Step 1, subtract any Experience  Refunds
previously paid for prior Calculation Periods.

The positive or negative amount calculated in accordance with these steps is the
"Experience  Refund" for the applicable  Calculation  Period to in  Subparagraph
5.5.